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STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT, dated as of September 3, 1999, between
INTERNATIONAL TELECOMMUNICATION DATA SYSTEMS, INC., a Delaware corporation
("Issuer"), and AMDOCS LIMITED, a company organized under the laws of Guernsey,
Channel Islands ("Grantee").
WHEREAS, Issuer and Grantee have entered into an Agreement and
Plan of Merger, dated as of the date hereof (the "Merger Agreement"), providing
for, among other things, upon the terms and subject to the conditions thereof,
the merger of a newly-formed subsidiary of Grantee with and into Issuer (the
"Merger"); and
WHEREAS, as a condition and inducement to Grantee's
willingness to enter into the Merger Agreement, Grantee has requested that
Issuer agree, and Issuer has agreed, to grant Grantee the Option (as defined
below);
NOW, THEREFORE, in consideration of the foregoing and the
respective representations, warranties, covenants and agreements set forth
herein, Issuer and Grantee agree as follows:
Capitalized terms used but not defined herein shall have the
meanings set forth in the Merger Agreement.
1. Grant of Option. (a) Upon the terms and subject to the
conditions set forth herein, Issuer hereby grants to Grantee an unconditional,
irrevocable option (the "Option") to purchase up to 19.9% of the outstanding
shares, at the time of exercise (the "Option Shares"), of Issuer's Common Stock,
$0.01 par value ("Issuer Common Stock"), at a price of $8.125 per share (the
"Exercise Price"), subject to adjustment as set forth herein. Notwithstanding
the foregoing, if at any time that the Option is exercisable pursuant to the
terms and conditions of this Agreement an Alternative Transaction has
theretofore been consummated for a value per share of Issuer Common Stock below
the Exercise Price, then the Exercise Price will be adjusted to such lower
price.
(b) In the event that any additional shares of Issuer Common
Stock are either (i) issued or otherwise become outstanding after the date of
this Agreement (other than pursuant to this Agreement) or (ii) redeemed,
repurchased, retired or otherwise cease to be outstanding after the date of the
Agreement, the number of Option Shares shall be increased or decreased, as
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appropriate, so that, after such events, the number of Option Shares equals
19.9% of the number of shares of Issuer Common Stock then issued and
outstanding, without giving effect to any shares subject to or issued pursuant
to the Option. Nothing contained in this Section 1(b) or elsewhere in this
Agreement shall be deemed to authorize Issuer or Grantee to breach any provision
of the Merger Agreement.
2. Exercise of Option. (a) Grantee may exercise the Option,
with respect to any or all of the Option Shares at any time and from time to
time, subject to the provisions of Section 2(c), upon and subsequent to the
occurrence of a Payment Event under the Merger Agreement, except that (i)
subject to the last sentence of this Section 2(a), the Option will terminate and
be of no further force and effect upon the earliest to occur of (A) six months
after the date of the Payment Event and (B) termination of the Merger Agreement
in accordance with its terms prior to the occurrence of a Payment Event, unless,
in the case of clauses (A) and (B), Grantee could be entitled to receive the
fees and expenses payable pursuant to the first sentence of paragraph (b) of
Section 6.06 of the Merger Agreement following such time or termination upon the
occurrence of certain events, in which case the Option will not terminate until
the later of (x) six months following the time such fees and expenses become
payable and (y) the expiration of the period in which the Grantee has such right
to receive such fees and expenses and (ii) any purchase of Option Shares upon
exercise of the Option will be subject to compliance with the HSR Act and the
obtaining or making of any consents, approvals, orders, notifications or
authorizations, the failure of which to have obtained or made would have the
effect of making the issuance of Option Shares illegal (the "Regulatory
Approvals") and no preliminary or permanent injunction or other order by any
court of competent jurisdiction prohibiting or otherwise restraining such
issuance shall be in effect. Notwithstanding the termination of the Option,
Grantee will be entitled to purchase the Option Shares if it has exercised the
Option in accordance with the terms hereof prior to the termination of the
Option, and the termination of the Option will not affect any rights hereunder
which by their terms do not terminate or expire prior to or as of such
termination.
(b) In the event that Grantee wishes to exercise the Option,
it will send to Issuer a written notice (an "Exercise Notice"; the date of which
being herein referred to as the "Notice Date") to that effect specifying (i) the
number of Option Shares, if any, Grantee wishes to purchase pursuant to this
Section 2(b), (ii) the number of Option Shares, if any, with respect to which
Grantee wishes to exercise its Cash-Out Right (as defined herein) pursuant to
Section 7(c), (iii) the denominations of the certificate or certificates
evidencing the Option Shares which Grantee wishes to purchase pursuant to this
Section 2(b) and (iv) a date not earlier than three business days nor later than
30 days from the Notice Date for the closing (an "Option Closing") of such
purchase (an "Option Closing Date"). Any Option Closing will be at an agreed
location and time in New York, New York on the applicable Option Closing Date or
at such later date as may be necessary so as to comply with clause (ii) of
Section 2(a).
(c) Notwithstanding anything to the contrary contained herein,
any exercise of the Option and purchase of Option Shares shall be subject to
compliance with applicable laws and
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regulations, which may prohibit the purchase of all the Option Shares specified
in the Exercise Notice without first obtaining or making certain Regulatory
Approvals. In such event, if the Option is otherwise exercisable and Grantee
wishes to exercise the Option, the Option may be exercised in accordance with
Section 2(b) and Grantee shall acquire the maximum number of Option Shares
specified in the Exercise Notice that Grantee is then permitted to acquire under
the applicable laws and regulations, and if Grantee thereafter obtains the
Regulatory Approvals to acquire the remaining balance of the Option Shares
specified in the Exercise Notice, then Grantee shall be entitled to acquire such
remaining balance. Issuer agrees to use it reasonable best efforts to assist
Grantee in seeking the Regulatory Approvals. In the event (i) Grantee receives
official notice that a Regulatory Approval required for the purchase of any
Option Shares will not be issued or granted or (ii) such Regulatory Approval has
not been issued or granted within six months of the date of the Exercise Notice,
Grantee shall have the right to exercise its Cash-Out Right (as defined herein)
pursuant to Section 7(c) with respect to the Option Shares for which such
Regulatory Approval will not be issued or granted or has not been issued or
granted.
(d) If Grantee receives in aggregate (i) the fee payable
pursuant to Section 6.06 of the Merger Agreement, (ii) amounts from the sale or
other disposition of the Option Shares, and (iii) amounts paid pursuant to
Section 7(c) hereof, and the aggregate of such amounts is in excess of the sum
of (A) $8,250,000 plus (B) the amounts paid by Grantee to purchase any Option
Shares, then Grantee, at is sole election, shall either (1) reduce the number of
Option Shares, (2) deliver to the Issuer for cancellation Option Shares
previously purchased by Grantee (valued, for the purposes of this Section 2(d)
at the average closing sale price per share of Issuer Common Stock (or if there
is no sale on such date then the average between the closing bid and ask prices
on any such day) as reported on the NASDAQ National Market System (as reported
in The Wall Street Journal (Northeast edition), or, if not reported thereby, any
other authoritative source) for the ten consecutive trading days preceding the
day on which the amount received by Grantee pursuant to clauses (d)(i), (ii) and
(iii) above exceeds the sum of the of the amounts in clauses (A) and (B) above),
(3) pay cash to the Issuer or (4) any combination thereof, so that the amount
received by Grantee pursuant to clauses (d)(i), (ii) and (iii) above shall not
exceed the sum of the amounts in clauses (A) and (B) above after taking into
account the foregoing actions. Notwithstanding any other provision of this
Agreement, nothing in this Agreement shall affect the ability of Grantee to
receive nor relieve Issuer's obligation to pay the fee or expenses payable
pursuant to Section 6.06 of the Merger Agreement.
3. Payment and Delivery of Certificates. (a) At any Option
Closing, Grantee will pay to Issuer in same day funds by wire transfer to a bank
account designated in writing by Issuer an amount equal to the Exercise Price
multiplied by the number of Option Shares to be purchased at such Option
Closing.
(b) At any Option Closing, simultaneously with the delivery of
same day funds as provided in Section 3(a), Issuer will deliver to Grantee a
certificate or certificates representing the Option Shares to be purchased at
such Option Closing, which Option Shares will be free and clear of all liens,
claims, charges and encumbrances of any kind whatsoever. If at the time of
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issuance of Option Shares pursuant to an exercise of the Option hereunder,
Issuer shall have issued any securities similar to rights under a shareholder
rights plan, then each Option Share issued pursuant to such exercise will also
represent such a corresponding right with terms substantially the same as and at
least as favorable to Grantee as are provided under any Issuer shareholder
rights agreement or any similar agreement then in effect.
(c) Certificates for the Option Shares delivered at an Option
Closing will have typed or printed thereon a restrictive legend which will read
substantially as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IF
SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE."
It is understood and agreed that the above legend will be removed by delivery of
substitute certificate(s) without such reference if such Option Shares have been
sold in compliance with the registration and prospectus delivery requirements of
the Securities Act, such Option Shares have been sold in reliance on and in
accordance with Rule 144 under the Securities Act or Grantee has delivered to
Issuer a copy of a letter from the staff of the SEC, or an opinion of counsel in
form and substance reasonably satisfactory to Issuer and its counsel, to the
effect that such legend is not required for purposes of the Securities Act.
4. Incorporation of Representations and Warranties of Issuer
and Grantee. The representations and warranties of Issuer and Grantee contained
in Articles III and IV of the Merger Agreement are hereby incorporated by
reference herein with the same force and effect as though made pursuant to this
Agreement.
5. Representations and Warranties of Issuer. Issuer hereby
additionally represents and warrants to Grantee that Issuer has taken all
necessary corporate and other action to authorize and reserve and, subject to
the expiration or termination of any required waiting period under the HSR Act,
to permit it to issue, and, at all times from the date hereof until the
obligation to deliver Option Shares upon the exercise of the Option terminates,
shall have reserved for issuance, upon exercise of the Option, shares of Issuer
Common Stock necessary for Grantee to exercise the Option, and Issuer will take
all necessary corporate action to authorize and reserve (and shall at all times
maintain, free from pre-emptive rights, sufficient authorized and reserved
shares) for issuance all additional shares of Issuer Common Stock or other
securities which may be issued pursuant to Section 7 upon exercise of the
Option. The shares of Issuer Common Stock to be issued upon due exercise of the
Option, including all additional shares of Issuer Common Stock or other
securities which may be issued pursuant to Section 7, upon issuance pursuant
hereto, will be duly and validly issued, fully paid and nonassessable, and will
be delivered free and clear of all liens, claims, charges and encumbrances of
any kind or nature whatsoever, including, without limitation, any preemptive
rights of any stockholder of Issuer.
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6. Representations and Warranties of Grantee. Grantee hereby
additionally represents and warrants to Issuer that any Option Shares or other
securities acquired by Grantee upon exercise of the Option will not be, and the
Option is not being, acquired by Grantee with a view to the public distribution
thereof. Neither the Option nor any of the Option Shares will be offered, sold,
pledged or otherwise transferred except in compliance with, or pursuant to an
exemption from, the registration requirements of the Securities Act.
7. Adjustment upon Changes in Capitalization, Etc. (a) In the
event of any changes in Issuer Common Stock by reason of a stock dividend, stock
split, reverse stock split, stock issuance, merger, recapitalization,
combination, exchange of shares, or similar transaction, the type and number of
shares of securities subject to the Option, and the Exercise Price therefor,
will be adjusted appropriately, and proper provision will be made in the
agreements governing such transaction, so that Grantee will receive upon
exercise of the Option the number and class of shares or other securities or
property that Grantee would have received with respect to Issuer Common Stock if
the Option had been exercised immediately prior to such event or the record date
therefor, as applicable.
(b) Without limiting the parties' relative rights and
obligations under the Merger Agreement, in the event that Issuer enters into an
agreement (i) to consolidate with or merge into any person, other than Grantee
or one of its subsidiaries, and Issuer will not be the continuing or surviving
corporation in such consolidation or merger, (ii) to permit any person, other
than Grantee or one of its subsidiaries, to merge into Issuer and Issuer will be
the continuing or surviving corporation, but in connection with such merger, the
shares of Issuer Common Stock outstanding immediately prior to the consummation
of such merger will be changed into or exchanged for stock or other securities
of Issuer or any other person or cash or any other property, or the shares of
Issuer Common Stock outstanding immediately prior to the consummation of such
merger will, after such merger, represent less than 50% of the outstanding
voting securities of the merged company, or (iii) to sell or otherwise transfer
all or substantially all of its assets to any person, other than Grantee or one
of its subsidiaries, then, and in each such case, the agreement governing such
transaction will make proper provision so that the Option will, upon the
consummation of any such transaction and upon the terms and condition set forth
herein, be converted into, or exchanged for, an option with identical terms
appropriately adjusted to acquire the number and class of shares or other
securities or property that Grantee would have received in respect of Issuer
Common Stock if the Option has been exercised immediately prior to such
consolidation, merger, sale, or transfer, or the record date therefor, as
applicable and make any necessary adjustments.
(c) If, at any time during the period commencing on the
occurrence of a Payment Event and ending on the termination of the Option in
accordance with Section 2, Grantee sends to Issuer an Exercise Notice indicating
Grantee's election to exercise its right (the "Cash-Out- Right") pursuant to
this Section 7(c) then Issuer shall pay to Grantee, on the Option Closing Date,
in exchange for the cancellation of the Option with respect to such number of
Option Shares as Grantee specifies in the Exercise Notice, an amount in cash
(the "Cash-Out-
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Price") equal to the amount by which (A) the highest of (i) the price per share
of Issuer Common Stock at which a tender offer or exchange offer therefor has
been made, (ii) the highest price per share of Issuer Common Stock to be paid by
any third-party pursuant to an agreement with the Issuer, (iii) the highest
closing price within the six month period immediately preceding the Notice Date
per share of Issuer Common Stock as reported on the NASDAQ National Market
System (as reported in The Wall Street Journal (Northeast edition), or, if not
reported thereby, any other authoritative source) and (iv) in the event of a
sale of all or a substantial portion of Issuer's assets, the sum of the price
paid in such sale for such assets and the current market value of the remaining
assets of Issuer as determined by a nationally recognized investment banking
firm selected by Grantee, and reasonably acceptable to Issuer, divided by the
number of shares of Issuer Common Stock outstanding at the time of such sale
exceeds (B) the Exercise Price multiplied by the number of shares for which this
Option is then exercised. In determining the Cash-Out Price, the value of
consideration other than cash shall be determined by a nationally recognized
investment banking firm selected by Grantee and reasonably acceptable to Issuer.
Grantee will cooperate with the valuation work of any investment banking firm
selected pursuant to this Section 7(c). Notwithstanding the termination of the
Option, Grantee will be entitled to exercise its rights under this Section 7(c)
if it has exercised such rights in accordance with the terms hereof prior to the
termination of the Option.
8. Registration Rights. (a) At any time and from time to time
within three years of date hereof, Grantee may by written notice (a
"Registration Notice") to Issuer request Issuer to register under the Securities
Act all or part of any Issuer Common Stock acquired hereunder and beneficially
owned by Grantee (collectively, the "Registrable Securities") in order to permit
the sale or other disposition of such securities pursuant to, at the option of
Grantee, (i) a shelf registration or (ii) a bona fide, firm commitment
underwritten public offering in which Grantee shall have the right, including
with respect to any takedown off the shelf, to select the managing underwriter,
which shall be reasonably acceptable to Issuer, and shall effect as wide a
distribution of such Registrable Securities as is reasonably practicable;
provided, however, that any such Registration Notice must relate to a number of
shares equal to at least 40% of the Option Shares.
(b) Issuer shall use reasonable best efforts to effect, as
promptly as practicable, the registration under the Securities Act of the
Registrable Securities requested to be registered in the Registration Notice and
to keep such registration statement current; provided, however, that (i) Grantee
shall not be entitled to more than an aggregate of two effective registration
statements hereunder and (ii) Issuer will not be required to file any such
registration statement during any period of time (not to exceed 60 days after a
Registration Notice in the case of clause (A) below or 120 days after a
Registration Notice in the case of clauses (B) and (C) below) when (A) Issuer is
in possession of material non-public information which it reasonably believes
would be detrimental to be disclosed at such time and, based upon the advice of
outside securities counsel to Issuer, such information would have to be
disclosed if a registration statement were filed at that time; (B) Issuer would
be required under the Securities Act to prepare audited financial statements for
any period in such registration statement; or (C) Issuer determines, in its
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reasonable judgment, that such registration would interfere with any financing,
acquisition or other material transaction involving Issuer; provided that the
filing of such registration statement may not be delayed more than an aggregate
of 120 days after the Registration Notice. If the consummation of the sale of
any Registrable Securities pursuant to a registration statement therefor does
not occur, the provisions of this Section shall again be applicable to any
proposed registration thereafter, it being understood that Grantee shall not be
entitled to more than an aggregate of two effective registration statements
hereunder. Issuer will use reasonable best efforts to cause each such
registration statement to become effective, to obtain all consents or waivers of
other parties which are required therefor, and to keep such registration
statement effective for such period not in excess of 180 calendar days from the
day such registration statement first becomes effective as may be reasonably
necessary to effect such sale or other disposition. Issuer shall use reasonable
best efforts to cause any Registrable Securities registered pursuant to this
Section to be qualified for sale under the securities or blue sky laws of such
jurisdictions as Grantee may reasonably request and shall continue such
registration or qualification in effect in such jurisdictions; provided,
however, that Issuer shall not be required to qualify to do business in, or
consent to general service of process in, any jurisdiction.
(c) If Issuer effects a registration under the Securities Act
of Issuer Common Stock for its own account or for any other stockholders of
Issuer (other than on Form S-4 or Form S-8, or any successor form), it will
allow Grantee the right to participate in such registration with its Registrable
Securities, and such participation will not affect the obligation of Issuer to
effect demand registration statements for Grantee under this Section 8, except
that, if the managing underwriters of such offering advise Issuer in writing
that in their opinion the number of shares of Issuer Common Stock requested to
be included in such registration exceeds the number which can be sold in such
offering, Issuer will include that portion of the shares requested to be
included therein equal to the product obtained by multiplying (i) the number of
shares which the underwriter has informed the Issuer can be included in the
offering and (ii) the percentage obtained by dividing (x) the total number of
shares of Issuer Common Stock held by Grantee and (y) the total number of shares
of Issuer outstanding.
(d) The registration rights set forth in this Section are
subject to the condition that Grantee shall provide Issuer with such information
with respect to Grantee, the Registrable Securities, the plan for distribution
thereof, and such other information with respect to Grantee as, in the
reasonable judgment of counsel for Issuer, is necessary to enable Issuer to
include in an registration statement all material facts required to be disclosed
with respect to a registration hereunder.
(e) A registration effected under this Section shall be
effected at Issuer's expense, except for underwriting discounts and commissions
and the fees and expenses of Grantee's counsel, and Issuer shall provide to the
underwriters such documentation as such underwriters may reasonably require. In
connection with any registration, Grantee and Issuer agree to enter into an
underwriting agreement reasonably acceptable to each such party, in form and
substance customary for transactions of this type.
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(f) In connection with a registration effected under this
Section 8, Issuer shall indemnify and hold harmless Grantee, its affiliates and
controlling persons and their respective officers, directors, agents and
representatives from and against any and all losses, claims, damages,
liabilities and expenses (including, without limitation, all out-of-pocket
expenses, investigation expenses, expenses incurred with respect to any
judgement and fees and disbursements of counsel and accountants) arising out of
or based upon any statements contained in, or omissions or alleged omissions
from, each registration statement (and related prospectus) filed pursuant to
this Section 8; provided, however, that Issuer shall not be liable in any such
proceeding to the extent such loss or expense arises out of or is based upon an
untrue statement contained in, or omissions or alleged omission from, such
registration statement or prospectus in reliance upon and in conformity with,
written information furnished to Issuer specifically for use in the preparation
thereof by Grantee.
(g) In connection with a registration effected under this
Section 8, Grantee shall indemnify and hold harmless Issuer, its affiliates and
controlling persons, and their respective officers, directors, agents and
representatives from and against any and all losses, claims, damages,
liabilities and expenses (including, without limitation, all out-of-pocket
expenses, investigation expenses, expenses incurred with respect to any
judgement and fees and disbursement of counsel and accountants) arising out of
or based upon any statements contained in, or omissions or alleged omissions
from, each registration statement (and related prospectus) filed pursuant to
this Section 8 that arises out of or is based upon an untrue statement contained
in, or omission or alleged omission from, such registration statement or
prospectus in reliance upon, and in conformity with, written information
furnished to Issuer specifically for use in the preparation thereof by Grantee.
9. Listing. If Issuer Common Stock or any other securities to
be acquired upon exercise of the Option are then listed on a national securities
exchange or national securities quotation system, Issuer, upon the request of
Grantee, will promptly file an application to list the shares of Issuer Common
Stock on such national securities exchange or national securities quotation
system and will use reasonable efforts to obtain approval of such listing as
promptly as practicable.
10. Miscellaneous.
(a) Expenses. Except as otherwise provided in the Merger
Agreement, each of the parties hereto will pay all costs and expenses incurred
by it or on its behalf in connection with the transactions contemplated
hereunder, including fees and expenses of its own financial advisors, investment
bankers, accountants and counsel.
(b) Amendment. This Agreement may not be amended, except by an
instrument in writing signed on behalf of each of the parties.
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(c) Extension; Waiver. Any agreement on the part of a party to
waive any provision of this Agreement, or to extend the time for performance,
will be valid only if set forth in an instrument in writing signed on behalf of
such party. The failure of any party to this Agreement to assert any of its
rights under this Agreement or otherwise will not constitute a waiver of such
rights.
(d) Entire Agreement; No Third-Party Beneficiaries. This
Agreement and the Merger Agreement (i) constitute the entire agreement, and
supersede all prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter of this Agreement, and
(ii) are not intended to confer upon any person other than the parties any
rights or remedies in respect of this Agreement.
(e) Counterparts. This Agreement may be executed in two or
more counter parts, all of which shall be considered one and the same agreement
and shall become effective when two or more counterparts have been signed by
each of the parties and delivered to the other parties.
(f) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING
EFFECT TO THE PRINCIPLES OF CONFLICTS OR CHOICE OF LAW THEREOF OR OF ANY OTHER
JURISDICTION.
(g) Notices. All notices and other communications hereunder
shall be in writing and shall be deemed given upon receipt, and shall be given
to the parties at the following addresses or telecopy numbers (or at such other
address or telecopy number for a party as shall be specified by like notice):
If to Grantee, to:
Amdocs Limited
c/o Amdocs, Inc.
0000 Xxxxxxxxxx Xxxxx Xxxxxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X'Xxxxx
Telecopy: (000) 000-0000
with a copy to:
Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
Telecopy: (000) 000-0000
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If to Issuer, to:
International Telecommunication
Data Systems, Inc.
000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: President
Telecopy: (000) 000-0000
with a copy to:
Xxxx and Xxxx LLP
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx
Attention: Xxxx X. Xxxxx, Esq.
Telecopy: (000) 000-0000
(h) Assignment. Except as set forth herein, neither this
Agreement, the Option nor any of the rights, interests, or obligations under
this Agreement may be assigned, transferred or delegated, in whole or in part,
by operation of law or otherwise, by Issuer without the consent of Grantee.
Subject to the first sentence of this Section 11(h), this Agreement will be
binding upon, inure to the benefit of, and be enforceable by, the parties and
their respective successors and assigns.
(i) Further Assurances. In the event of any exercise of the
Option by Grantee, Issuer and Grantee will execute and deliver all other
documents and instruments and take all other action that may be reasonably
necessary in order to consummate the transactions provided for by such exercise.
(j) ENFORCEMENT. THE PARTIES AGREE THAT IRREPARABLE DAMAGE
WOULD OCCUR IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT
PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED. IT
IS ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR
INJUNCTIONS TO PREVENT BREACHES OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY
THE TERMS AND PROVISIONS OF THIS AGREEMENT IN ANY COURT OF THE UNITED STATE
COURT, THIS BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY ARE ENTITLED AT
LAW OR IN EQUITY. IN ADDITION, EACH OF THE PARTIES HERETO (I) CONSENTS TO SUBMIT
ITSELF TO THE PERSONAL JURISDICTION OF ANY FEDERAL COURT LOCATED IN THE STATE OF
NEW YORK OR ANY NEW YORK STATE COURT IN THE EVENT ANY DISPUTE ARISES OUT OF THIS
AGREEMENT OR ANY OF THE TRANSACTIONS, (II) AGREES THAT IT WILL NOT ATTEMPT TO
DENY OR
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DEFEAT SUCH PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY
SUCH COURT AND (III) AGREES THAT IT WILL NOT BRING ANY ACTION RELATING TO THIS
AGREEMENT OR ANY OF THE TRANSACTIONS IN ANY COURT OTHER THAN A FEDERAL OR STATE
COURT SITTING IN THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, Issuer and Grantee have caused this
Agreement to be signed by their respective officers thereunto duly authorized as
of the day and year first written above.
INTERNATIONAL TELECOMMUNICATION
DATA SYSTEMS, INC.
By: /s/ XXXXX X. XXXXXXXXXX
Name: Xxxxx X. Xxxxxxxxxx
Title: President and CEO
AMDOCS LIMITED
By: /s/ XXXXXX X'XXXXX
Name: Xxxxxx X'Xxxxx
Title: Treasurer and Secretary
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